SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 27, 1999
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-9838
NS GROUP, INC.
Exact name of registrant as specified in its charter
KENTUCKY 61-0985936
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Ninth and Lowell Streets, Newport, Kentucky 41072
(Address of principal executive offices)
Registrant's telephone number, including area code (606)
292-6809
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
Common stock, no par value 21,416,874
(Class) (Outstanding at April
30, 1999)
NS GROUP, INC.
INDEX
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Statements of Operations 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2- Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Item 3- Quantitative and Qualitative Disclosures About
Market Risk 20
PART II OTHER INFORMATION
Item 1- Legal Proceedings 21
Item 4- Submission of Matters to a Vote of Security
Holders 21
Item 6- Exhibits and Reports on Form 8-K 21
NS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIODS ENDED
MARCH 27, 1999 AND MARCH 28, 1998
(In thousands, except per share amounts) (Unaudited)
Three Months Ended Six Months Ended
March 27, March 28, March 27, March 28,
1999 1998 1999 1998
NET SALES $ 56,460 $123,566 $110,729 $247,299
COST AND EXPENSES
Cost of products
sold 63,149 107,387 122,556 213,529
Selling and
administrative
expenses 6,826 7,083 13,658 13,924
Operating income
(loss) (13,515) 9,096 (25,485) 19,846
OTHER INCOME (EXPENSE)
Investment income 1,500 2,072 3,215 4,413
Interest expense (2,884) (3,022) (5,807) (6,581)
Other, net 115 419 275 433
Income before
income taxes
and extraor-
dinary items (14,784) 8,565 (27,802) 18,111
PROVISION (CREDIT) FOR
INCOME TAXES (126) 2,829 (2,726) 5,838
Income (loss)
before extraor-
dinary items (14,658) 5,736 (25,076) 12,273
EXTRAORDINARY
ITEMS (3,400) - (3,837) -
Net income
(loss) $(18,058) $ 5,736 $ (28,913) $ 12,273
PER COMMON SHARE (BASIC)
Income (loss)
before extraor-
dinary items $(.67) $.24 $(1.13) $.51
Extraordinary
items (.16) - (.17) -
Net income
(loss) $(.83) $.24 $(1.30) $.51
PER COMMON SHARE (DILUTED)
Income (loss)
before extraor-
dinary items $(.67) $.23 $(1.13) $.49
Extraordinary
items (.16) - (.17) -
Net income
(loss) $(.83) $.23 $(1.30) $.49
WEIGHTED AVERAGE SHARES
OUTSTANDING
Basic 21,832 24,069 22,271 24,026
Diluted 21,832 25,097 22,271 25,245
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
NS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 27, 1999 AND SEPTEMBER 26, 1998
(Dollars in thousands) (Unaudited)
March 27, September 26,
CURRENT ASSETS 1 9 9 9 1 9 9 8
Cash $ 2,318 $ 1,783
Short-term investments 19,340 64,689
Accounts receivable, less
allowance for doubtful
accounts of $828 and $752,
respectively 30,878 36,640
Inventories 61,341 66,041
Other current assets 27,682 30,892
Total current assets 141,559 200,045
PROPERTY, PLANT AND EQUIPMENT 328,190 306,900
Less - accumulated
depreciation (181,142) (171,700)
147,048 135,200
LONG-TERM INVESTMENTS 76,689 75,626
OTHER ASSETS 7,553 7,800
Total assets $372,849 $418,671
CURRENT LIABILITIES
Accounts and notes payable $ 22,262 $ 28,305
Accrued liabilities 26,602 23,608
Current portion of
long-term debt 198 678
Total current liabilities 49,062 52,591
LONG-TERM DEBT 72,674 76,325
DEFERRED TAXES 8,914 11,706
COMMON SHAREHOLDERS' EQUITY
Common stock, no par value 279,929 279,886
Treasury stock (23,675) (15,992)
Common stock options and warrants 885 898
Unrealized loss on available
for sale securities (2,118) (2,834)
Accumulated earnings (deficit) (12,822) 16,091
Total common shareholders'
equity 242,199 278,049
Total liabilities and
shareholders' equity $372,849 $418,671
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
NS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED
MARCH 27, 1999 AND MARCH 28, 1998
(Dollars in thousands) (Unaudited)
CASH FLOWS FROM OPERATING March 27, March 28,
ACTIVITIES 1 9 9 9 1 9 9 8
Net income (loss) $(28,913) $ 12,273
Adjustments to reconcile
net income (loss) to net
cash flows from operating
activities:
Depreciation and amortization 9,601 8,845
Amortization of debt discount
and finance costs 736 632
Decrease in long-term deferred
taxes (2,792) (200)
(Gain) loss on sales of investments 283 (6)
(Increase) decrease in accounts
receivable, net 5,762 (7,598)
(Increase) decrease in inventories 4,700 (7,537)
Decrease in other current assets 3,210 3,607
Decrease in accounts payable (5,881) (11,859)
Increase (decrease) in accrued
liabilities 2,994 (7,964)
Net cash flows from operating
activities (10,300) (9,807)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant
and equipment, net (21,290) (13,952)
Net purchases of long-term
investments (690) (56,936)
(Increase) decrease in
other assets (144) 224
Net cash flows from investing
activities (22,124) (70,664)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in notes payable (162) (299)
Repayments on long-term debt (4,577) (53,244)
Proceeds from issuance of common
stock 32 16,592
Purchases of treasury stock (7,683) (2,719)
Net cash flows from financing
activities (12,390) (39,670)
Net decrease in cash and
short-term investments (44,814) (120,141)
CASH AND SHORT-TERM INVESTMENTS AT
BEGINNING OF YEAR 66,472 195,343
CASH AND SHORT-TERM INVESTMENTS AT
END OF PERIOD $21,658 $ 75,202
Cash paid during the period for:
Interest $ 5,241 $7,376
Income taxes, net of refunds $(3,062) $4,156
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
NS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Summary of Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements include
the accounts of NS Group, Inc. and its wholly-owned
subsidiaries (the Company): Newport Steel Corporation
(Newport), Koppel Steel Corporation (Koppel), Erlanger
Tubular Corporation (Erlanger), Imperial Adhesives, Inc.
(Imperial) and Northern Kentucky Management, Inc. All
significant intercompany balances and transactions have been
eliminated.
The accompanying information reflects, in the opinion
of management, all adjustments (which consist only of normal
recurring adjustments) necessary to present fairly the
results for the interim periods. The preparation of
financial statements in conformity with generally accepted
accounting principles requires that management make certain
estimates and assumptions that affect the amounts reported
in the condensed consolidated financial statements and
accompanying notes. Actual results could differ from those
estimates. Reference should be made to NS Group, Inc.'s
Form 10-K for the fiscal year ended September 26, 1998 for
additional footnote disclosure, including a summary of
significant accounting policies.
Earnings Per Share
Basic earnings per share is computed by dividing net
income (loss) by the weighted-average number of common
shares outstanding for the period. Diluted earnings per
share reflects the potential dilution from securities that
could result in additional common shares being issued which,
for the Company, are comprised of stock options and
warrants.
Securities that could potentially result in dilution of
basic EPS through the issuance of 2.1 million shares of the
Company's common stock were not included in the computation
of diluted EPS for the second quarter and six month periods
of fiscal 1999 because the Company incurred losses before
extraordinary items. For the prior fiscal year periods,
securities representing 40,000 shares were not included in
the computation of diluted EPS because they were
antidilutive.
Fiscal Year-End
The Company's fiscal year ends on the last Saturday of
September.
Note 2: Comprehensive Income
The Company adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income (SFAS
130), in the first quarter of fiscal 1999. SFAS 130
requires the Company to report "other comprehensive income,"
as defined, that is not otherwise presented in its Condensed
Consolidated Statements of Operations. Currently, the
Company's other comprehensive income consists solely of
unrealized gains/losses on available for sale securities.
Comprehensive income was as follows:
Three Months Ended Six Months Ended
March 27, March 28, March 27, March 28,
1999 1998 1999 1998
Net income
(loss) $(18,058) $5,736 $(28,913) $12,273
Unrealized gains
(losses) on
available for
sale securities 226 547 956 (103)
Comprehensive
income (loss) $(17,832) $6,283 $(27,957) $12,170
Note 3: Extraordinary Items
Subsequent to the end of the second quarter of fiscal
1999 and in connection with ongoing efforts to dispose of
radiation contaminated dust generated at the Company's
Newport facility in 1993, the Company learned through
additional testing that the level of radiation in a portion
of the dust is higher than initial testing indicated. The
higher level of radiation is expected to increase disposal
costs. The Company accrued in the second quarter of fiscal
1999 an additional $4.3 million in disposal costs as well as
additional expected insurance recoveries of $0.9 million,
resulting in an extraordinary charge of $3.4 million, or
$.16 per basic and diluted share.
In the first quarter of fiscal 1999, the Company
incurred prepayment costs and wrote off unamortized debt
issuance costs in connection with the early retirement of
$4.0 million principal amount of long-term indebtedness,
resulting in an extraordinary charge of $0.4 million, net of
applicable income tax benefit of $0.1 million.
Note 4: Inventories
Inventories are stated at the lower of FIFO (first-in,
first-out) cost or market, or the lower of average cost or
market. Until fiscal 1999, one subsidiary used the LIFO
(last-in, first-out) method to determine cost. Effective
September 27, 1998 the subsidiary changed to the FIFO
method. The change in accounting principle was made to
provide a better matching of sales and expenses and has been
applied retroactively. This change increased inventories by
$0.6 million and retained earnings by $0.5 million,
respectively, as of September 26, 1998. Since this change
was accounted for retroactively, it had no effect on the
Company's results of operations and cash flows for fiscal
1999. At March 27, 1999 and September 26, 1998, inventories
consisted of the following components ($000's):
March 27, September 26,
1 9 9 9 1 9 9 8
Raw materials $12,597 $ 7,921
Semi-finished and
finished goods 48,744 58,120
$61,341 $66,041
Note 5: Commitments and Contingencies
The Company has various commitments for the purchase of
materials, supplies and energy arising in the ordinary
course of business.
Legal Matters
The Company is subject to various claims, lawsuits and
administrative proceedings arising in the ordinary course of
business with respect to workers compensation, health care
and product liability coverages (each of which is
self-insured to certain levels), as well as commercial and
other matters. The Company accrues for the cost of such
matters when the incurrence of such costs is probable and
can be reasonably estimated. Based upon its evaluation of
available information, management does not believe that any
such matters are likely, individually or in the aggregate,
to have a material adverse effect upon the Company's
consolidated financial position, results of operations or
cash flows.
Environmental Matters
The Company is subject to federal, state and local
environmental laws and regulations, including, among others,
the Resource Conservation and Recovery Act (RCRA), the Clean
Air Act, the 1990 Amendments to the Clean Air Act, the Clean
Water Act, and all regulations promulgated in connection
therewith. Such laws and regulations include those
concerning the discharge of contaminants as air emissions or
waste water effluents and the disposal of solid and/or
hazardous wastes such as electric arc furnace dust. As
such, the Company is from time to time involved in
administrative and judicial proceedings and administrative
inquiries related to environmental matters.
As with other steel mills in the industry, the
Company's steel mini-mills produce dust which contains lead,
cadmium and chromium, and is classified as a hazardous
waste. The Company currently collects the dust resulting
from its electric arc furnace operations through emission
control systems and contracts with a company for processing
of the dust at an EPA-approved facility.
In August 1998, Newport received separate Notices of
Violation (NOV) from the Kentucky Division of Waste
Management and the Kentucky Division of Water related to a
release of oil into the Licking River and certain related
actions taken by Newport in connection therewith. The
Company understands that there is a federal criminal
investigation underway relating to this matter. Based upon
the information available to date, the Company is unable to
determine the extent of civil penalties which may be
assessed or whether criminal charges will be filed in
connection with this incident.
In November 1996, Koppel received an NOV from the EPA
alleging violations of the Clean Air Act and the
Pennsylvania State Implementation Plan. The violations
allegedly occurred during 1995 and 1996 and pertain to air
emissions from Koppel's electric arc furnace operations.
The conditions which contributed to the alleged violations
were corrected and Koppel has demonstrated compliance with
air emissions regulations. At this time, the Company is
unable to determine the extent of any civil penalties which
the EPA may assess.
In two separate incidents occurring in fiscal 1993 and
1992, radioactive substances were accidentally melted at
Newport, resulting in the contamination of a quantity of
electric arc furnace dust. The Company has contracted with
a company to dispose of the dust at an EPA-approved
facility. Subsequent to the end of the second quarter of
fiscal 1999, the Company learned through additional testing
that the level of radiation in a portion of the dust is
higher than initial testing indicated. Depending on the
ultimate timing and method of treatment and disposal, the
Company estimates that the actual cost of disposal could
exceed amounts accrued by the Company by up to $1.6 million.
The Company has exhausted available insurance coverage
pertaining to this matter.
Subject to the uncertainties concerning the storage of
the radiation contaminated dust, the Company believes that
it is currently in compliance in all material respects with
all applicable environmental regulations. The Company
cannot predict the level of required capital expenditures or
operating costs that may result from future environmental
regulations.
Capital expenditures for the next twelve months
relating to environmental control facilities are expected to
be approximately $1.9 million; however, such expenditures
could be influenced by new or revised environmental
regulations and laws or new information or developments with
respect to the Company's operating facilities.
As of March 27, 1999, the Company had environmental
remediation reserves of $5.8 million which pertain almost
exclusively to accrued disposal costs for radiation
contaminated dust. Based upon its evaluation of available
information, management does not believe that any of the
environmental contingency matters discussed above are
likely, individually or in the aggregate, to have a material
adverse effect upon the Company's consolidated financial
position, results of operations or cash flows. However, the
Company cannot predict with certainty that new information
or developments with respect to its environmental
contingency matters, individually or in the aggregate, will
not have a material adverse effect on the Company's
consolidated financial position, results of operations or
cash flows.
Note 6: Credit Facility
During the fiscal 1999 second quarter, the Company
modified its $50.0 million revolving credit facility (Credit
Facility) by eliminating certain financial covenants,
provided the Company maintain specified levels of cash and
investments and earnings (as defined). The Company is in
compliance with the terms of its Credit Facility and at
March 27, 1999, the Company had no advances against its
Credit Facility.
Note 7: Summarized Financial Information
The Company's Senior Secured Notes are unconditionally
guaranteed in full, jointly and severally, by each of the
Company's subsidiaries (Subsidiary Guarantors), each of
which is wholly-owned. Separate financial statements of the
Subsidiary Guarantors are not presented because they are not
deemed material to investors. The following is summarized
financial information of the Subsidiary Guarantors. All
significant intercompany accounts and transactions between
the Subsidiary Guarantors have been eliminated.
March 27, September 26,
1999 1998
(Dollars in thousands)
Current assets $111,638 $130,708
Non-current assets $152,623 $140,942
Current liabilities $ 42,855 $ 43,990
Payable to parent $192,613 $174,432
Other non-current
liabilities 1,282 1,379
Total non-current
liabilities $193,895 $175,811
Three Months Ended Six Months Ended
March 27, March 28, March 27, March 28,
1999 1998 1999 1998
(Dollars in thousands)
Net sales $ 56,460 $123,566 $110,729 $247,299
Gross profit
(loss) $ (6,689) $ 16,179 $(11,827) $ 33,770
Income (loss)
before extra-
ordinary items $(15,778) $ 5,308 $(26,943) $ 11,444
Net income
(loss) $(19,178) $ 5,308 $(30,343) $ 11,444
NS GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The matters discussed or incorporated by reference in
this Report on Form 10-Q that are forward-looking statements
(as defined in the Private Securities Litigation Reform Act
of 1995) involve risks and uncertainties. Such risks and
uncertainties include, but are not limited to: (i) the
level and cyclicality of domestic as well as worldwide oil
and natural gas drilling activity; (ii) general economic
conditions; (iii) product demand, inventory levels and
industry capacity; (iv) industry pricing; (v) the level of
imports and the presence or absence of governmentally
imposed trade restrictions; (vi) manufacturing efficiencies;
(vii) volatility in raw material costs, particularly steel
scrap; (viii) costs of compliance with environmental
regulations; and (ix) product liability or other claims.
These risks and uncertainties may cause the actual results
or performance of the Company to differ materially from any
future results or performance expressed or implied by such
forward-looking statements.
The following analysis of financial condition and
results of operations of the Company should be read in
conjunction with the unaudited Condensed Consolidated
Financial Statements and related Notes of the Company.
General
The Company operates in two business segments:
specialty steel and industrial adhesives. Within the
specialty steel segment are the operations of Newport, a
manufacturer of welded tubular steel products and hot rolled
coils, and Koppel, a manufacturer of seamless tubular steel
products and special bar quality (SBQ) products. The
Company's specialty steel products consist of: (i) welded
and seamless oil country tubular goods (OCTG) used primarily
in oil and natural gas drilling and production operations;
(ii) line pipe used in the transmission of oil, gas and
other fluids; (iii) SBQ products used primarily in the
manufacture of heavy industrial equipment; and (iv) hot
rolled coils which are sold to service centers and other
manufacturers for further processing. Within the adhesives
segment are the operations of Imperial, a manufacturer of
industrial adhesives products.
Results of Operations
Demand for the Company's OCTG products is cyclical in
nature, being dependent on the number and depth of oil and
natural gas wells being drilled in the United States and
globally. The level of drilling activity is largely a
function of the current prices of oil and natural gas and
expectations regarding future prices. In addition,
shipments by domestic producers of OCTG products are
influenced by the levels of inventory held by producers,
distributors and end users, as well as the level of foreign
imports of OCTG products.
Demand for the Company's OCTG products in the second
quarter and first six months of fiscal 1999 declined
significantly from the comparable prior year periods. The
decline was attributable to decreased domestic drilling
activity coupled with excess industry-wide OCTG and line
pipe inventories. The average number of oil and natural gas
drilling rigs in operation in the United States (rig count)
in the second quarter and first six months of fiscal 1999
was 554 and 623, respectively, a decline of 43% and 37%,
respectively, from the comparable prior year periods. At
the end of April 1999, rig count was 494. The Company
anticipates that energy market conditions will continue to
be weak, resulting in continued low levels of shipments and
operations for the fiscal 1999 third quarter.
The Company's net sales, gross profit (loss) and
operating income (loss) by business segment for the three
and six month periods ended March 27, 1999 and March 28,
1998 are summarized below.
Three Months Ended Six Months Ended
March 27, March 28, March 27, March 28,
1999 1998 1999 1998
(Dollars in thousands)
Net sales
Specialty steel segment
Newport $18,330 $ 50,469 $ 38,049 $105,250
Koppel 27,548 63,633 51,068 123,061
45,878 114,102 89,117 228,311
Adhesives segment 10,582 9,464 21,612 18,988
$56,460 $123,566 $110,729 $247,299
Gross profit (loss)
Specialty steel segment
Newport $(7,442) $ 5,315 $(11,297) $13,368
Koppel (2,135) 8,472 (6,594) 15,586
(9,577) 13,787 (17,891) 28,954
Adhesives segment 2,888 2,392 6,064 4,816
$(6,689) $16,179 $(11,827) $33,770
Operating income (loss)
Specialty steel segment
Newport $(9,265) $ 3,162 $(14,675) $ 9,424
Koppel (3,626) 6,825 (9,835) 12,290
(12,891) 9,987 (24,510) 21,714
Adhesives segment 368 377 887 684
Corporate
allocations (992) (1,268) (1,862) (2,552)
$(13,515) $ 9,096 $(25,485) $19,846
Sales data for the Company's specialty steel segment for the
three and six month periods ended March 27, 1999 and March
28, 1998 were as follows:
Three Months Ended Six Months Ended
March 27, March 28, March 27, March 28,
1999 1998 1999 1998
Tons shipped
Newport
Welded tubular 45,600 90,500 89,700 188,100
Hot rolled coils
and other
products 2,100 8,300 3,200 15,300
Koppel
Seamless tubular 16,100 46,900 29,400 93,400
SBQ 36,900 45,700 66,400 82,500
100,700 191,400 188,700 379,300
Net sales ($000's)
Newport
Welded tubular $17,627 $ 46,926 $36,832 $98,732
Hot rolled coils
and other
products 703 3,543 1,217 6,518
Koppel
Seamless tubular 11,774 42,718 22,259 85,573
SBQ 15,774 20,915 28,809 37,488
$45,878 $114,102 $89,117 $228,311
Net sales for the second quarter of fiscal 1999
decreased $67.1 million, or 54.3%, from the second quarter
of fiscal 1998 to $56.5 million. For the six month
comparable periods, net sales decreased $136.6 million, or
55.2%, to $110.7 million. Specialty steel segment net sales
decreased $68.2 million, or 59.8%, and $139.2 million, or
61.0%, for the three and six month periods, respectively.
The overall decrease in specialty steel segment net sales
was primarily attributable to a decline in shipments and
average selling prices of the Company's tubular products as
more fully discussed below. Adhesives segment net sales
increased $1.1 million, or 11.8%, and $2.6 million, or
13.8%, for the three and six month periods, respectively, on
volume increases of 9.0% and 17.1%, respectively.
Welded tubular product net sales for the current
quarter decreased $29.3 million, or 62.4%, on a volume
decrease of 49.6%, from the second quarter of fiscal 1998.
Average selling price for all welded tubular products for
the second quarter of fiscal 1999 decreased 25.4% from the
prior fiscal year second quarter. Welded tubular product
net sales for the first six months of fiscal 1999 decreased
$61.9 million, or 62.7%, on a volume decrease of 52.3%, from
the comparable prior year period. The average selling price
for all welded tubular products for the first half of fiscal
1999 declined 21.7% from the same period in fiscal 1998.
The decline in shipments and average selling prices for
both the second quarter and first half of fiscal 1999 as
compared to the prior year periods, were attributable to
decreases in shipments and selling prices of welded OCTG
products, which was driven by the decline in drilling
activity as well as excessive industry-wide inventory
levels. Welded tubular product six month net sales were
also negatively impacted by a decline in welded line pipe
shipments and selling prices, which was driven, in part, by
an increase in imports of welded line pipe.
Total seamless tubular product net sales for the fiscal
1999 second quarter decreased $30.9 million, or 72.4%, on a
volume decrease of 65.7% from the second quarter of fiscal
1998. For the comparable six month periods, net sales of
seamless tubular products decreased $63.3 million, or 74.0%,
on a volume decrease of 68.5%. Average selling prices for
all seamless tubular products for the first half of fiscal
1999 declined 17.6% from the comparable fiscal 1998 period.
As with welded tubular products, the decline in seamless
tubular product shipments and selling price was attributable
primarily to OCTG products, caused by the decline in
drilling activity and excessive industry-wide inventory
levels.
Since 1995, the U.S. government has been imposing
duties on the imports of various OCTG products from certain
foreign countries in response to antidumping and
countervailing duty cases filed by several U.S. steel
companies. The duties primarily pertain to the import of
seamless OCTG products and are subject to annual review by
the U.S. Department of Commerce through 2000. Imports of
welded OCTG and line pipe in the first half of fiscal 1999
increased as a percentage of total domestic shipments over
the comparable prior year period, negatively affecting
product pricing and shipments. The Company cannot predict
the U.S. government's future actions regarding import duties
or other trade restrictions on imports of OCTG and line pipe
products.
SBQ product net sales decreased $5.1 million, or 24.6%,
on a volume decrease of 19.3%, and $8.7 million, or 23.2% on
a volume decrease of 19.5% for the comparable three and six
month periods, respectively. Average selling price for SBQ
products for the same periods decreased 6.6% and 4.4%,
respectively. The demand for the Company's SBQ products is
cyclical in nature and is sensitive to general economic
conditions.
The significant decline in shipments and average
selling prices resulted in a gross loss and an operating
loss of $9.6 million and $12.9 million, respectively, for
the specialty steel segment in the second quarter of fiscal
1999, compared to a gross profit and an operating profit of
$13.8 million and $10.0 million, respectively, in the
comparable quarter of a year ago. For the fiscal 1999 six
month period, the gross loss and operating loss were $17.9
million and $24.5 million, respectively, compared to gross
profit and operating income of $29.0 million and $21.7
million, respectively for the prior year. The fiscal 1999
second quarter and first half results were also negatively
impacted by low operating efficiencies due to significantly
reduced operating levels at both Newport and Koppel in
response to poor market demand. Newport's melt shop and
pipe mill capacity utilization was 18.3% and 28.3%,
respectively, in the second quarter of fiscal 1999 compared
to 63.6% and 63.0% for the second quarter of fiscal 1998.
In addition, Newport's melt shop utilization and operating
costs were negatively affected by a six week shut-down for
final installation of its new electric arc furnace.
Koppel's melt shop and tube mill capacity utilization was
40.6% and 21.2%, respectively, in the second quarter of
fiscal 1999 compared to 100.0% and 81.1%, respectively, for
the second quarter of fiscal 1998.
The adhesives segment gross profit increased $0.5
million and $1.2 million for the second fiscal quarter and
six month periods, respectively. Gross profit margin for
the second quarter of fiscal 1999 was 27.3% compared to
25.3% for the comparable fiscal 1998 period. For the fiscal
1999 six month period, gross profit margin was 28.1% versus
25.4% for the comparable prior year period. The increase in
gross profit margin was primarily the result of improved
sales volume and operating efficiencies.
Fiscal 1999 second quarter and six month selling and
administrative expenses were virtually unchanged from fiscal
1998 as declines in specialty steel segment expenses were
offset by higher adhesives segment selling expenses, which
were incurred to support increased adhesives segment sales.
Fiscal 1999 second quarter and six month investment
income decreased $0.6 million and $1.2 million,
respectively, from the comparable prior year periods due
primarily to a decrease in average invested cash and
investment balances. Interest expense for the same
comparable periods decreased $0.1 million and $0.8 million,
respectively, due to a decrease in long-term debt
obligations.
The Company's combined federal and state effective tax
rate for the fiscal 1999 six month period was a benefit of
9.8%. The Company's tax loss benefits were limited to
available refunds for taxes paid in previous periods at the
alternative minimum tax rate. The Company has exhausted
such refund capability, and as such, beginning in the fiscal
1999 second quarter, tax benefits from operating losses were
offset by valuation allowances resulting in virtually no net
tax benefits being recorded for losses.
Subsequent to the end of the second quarter of fiscal
1999 and in connection with ongoing efforts to dispose of
radiation contaminated dust generated at the Company's
Newport facility in 1993, the Company learned through
additional testing that the level of radiation in a portion
of the dust is higher than initial testing indicated. The
higher level of radiation is expected to increase disposal
costs. The Company accrued in the second quarter of fiscal
1999 an additional $4.3 million as well as additional
expected insurance recoveries of $0.9 million, resulting in
an extraordinary charge of $3.4 million, or $.16 per basic
and diluted share.
As a result of the above factors, the Company reported
a net loss of $18.1 million, or an $.83 loss per basic and
diluted share, in the second quarter of fiscal 1999 compared
to net income of $5.7 million, or $.24 per basic share ($.23
diluted), in the second quarter of fiscal 1998. For the
current six month period, the Company reported a net loss of
$28.9 million, or a $1.30 loss per basic and diluted share,
compared to net income of $12.3 million, or $.51 per basic
share ($.49 diluted), for the first six months of fiscal
1998. Weighted average shares outstanding decreased for the
comparable periods as a result of the Company's common stock
buy back program.
Liquidity and Capital Resources
Working capital at March 27, 1999 was $92.5 million
compared to $147.5 million at September 26, 1998. The
decline in working capital was primarily the result of a
reduction in short-term investments which were used to fund
operating losses, make investments in property, plant and
equipment and to retire long-term debt and purchase treasury
stock. The current ratio was 2.9 to 1 at March 27, 1999
compared to 3.8 to 1 at September 26, 1998. At March 27,
1999, the Company had cash and investments totaling $98.3
million. During the fiscal 1999 second quarter, the Company
modified its $50.0 million revolving credit facility (Credit
Facility) by eliminating certain financial covenants,
provided the Company maintains specified levels of cash and
investments and earnings (as defined). The Company is in
compliance with the terms of its Credit Facility and at
March 27, 1999 the Company had no advances against its
Credit Facility.
Net cash flows from operating activities were a net use
of $10.3 million in the first six months of fiscal 1999
compared to a net use of $9.8 million in the comparable
prior fiscal year period. The Company recorded a net loss
of $28.9 million in the first six months of fiscal 1999
compared to net income of $12.3 million in the first six
months of fiscal 1998.
Major sources of cash from operating activities in the
first six months of fiscal 1999 included $10.3 million in
non-cash depreciation and amortization charges; a $5.8
million and $4.7 million decrease in accounts receivable and
inventory, respectively, resulting from the decline in
business activity; and a $3.2 million decrease in other
current assets which resulted primarily from the receipt of
refundable federal income taxes. Accrued liabilities
increased $3.0 million, in part, due to an increase in costs
associated with environmental liabilities. Accounts payable
decreased $5.9 million primarily as a result of the decline
in business activity.
Major sources of cash from operating activities in the
first six months of fiscal 1998 included $9.5 million in
non-cash depreciation and amortization charges and a $3.6
million decrease in other current assets which resulted
primarily from the receipt of certain insurance claims filed
by the Company. The major uses of cash in operating
activities included a $7.6 million and $7.5 million increase
in accounts receivable and inventories, respectively, which
occurred primarily due to increased sales and business
activity at Koppel. Accounts payable declined $11.9 million
primarily due to scheduled payments for steel slabs
purchased by Newport. Accrued liabilities decreased $8.0
million due to the payment of accrued interest and debt
prepayment penalty in connection with the redemption of
$52.4 million principal amount of the Company's 13.5% Senior
Secured Notes (Notes) in October 1997.
The Company invested $21.3 million in capital
expenditures during the first six months of fiscal 1999,
primarily related to the specialty steel segment. Of the
total spent, $16.3 million pertained to the purchase and
installation of a new AC electric arc furnace at Newport,
which started operation in the second quarter of fiscal
1999. The Company currently estimates that total capital
spending for fiscal 1999 will approximate $30.0 million,
primarily in the specialty steel segment.
The Company also used cash and short-term investments
to make net investments of $0.7 million in long-term
investments, primarily government and corporate bonds. The
Company's long-term investments and long-term debt, all of
which are for other than trading purposes, are subject to
interest rate risk. The Company utilizes professional
investment advisors and considers its net interest rate risk
when selecting the type and maturity of securities to
purchase for its portfolio. Other factors considered
include, but are not limited to, the timing of the expected
need for the funds invested and the repricing and credit
risks of the securities.
Repayments on long-term debt in the first six months of
fiscal 1999 were $4.6 million and included the early
retirement of $4.0 million principal amount of the Company's
Notes in the first fiscal quarter. The Company repurchased
1.6 million shares of the Company's common stock for $7.7
million during the first six months of fiscal 1999,
completing the Company's three million share buy back
program.
Earnings before extraordinary items, interest expense,
taxes, depreciation and amortization (EBITDA) were a
negative $7.1 million and a negative $12.4 million in the second
quarter and first six months of fiscal 1999, respectively,
compared to $16.0 million and $33.5 million in the
comparable periods of fiscal 1998. EBITDA is calculated as
income (loss) before extraordinary items plus interest
expense, taxes, depreciation and amortization. EBITDA
provides additional information for determining the
Company's ability to meet debt service requirements. EBITDA
does not represent and should not be considered as an
alternative to net income, any other measure of performance
as determined by generally accepted accounting principles,
as an indicator of operating performance, as an alternative
to cash flows from operating, investing or financing
activities or as a measure of liquidity.
The Company believes that its current available cash
and investments, its cash flow from operations and its
borrowing sources will be sufficient to meet anticipated
operating cash requirements, including capital expenditures,
for at least the next twelve months.
Inflation
The Company believes that inflation has not had a
material effect on its results of operations to date.
Generally, the Company experiences inflationary increases in
its costs of raw materials, energy, supplies, salaries and
benefits and selling and administrative expenses. The
Company has generally been able to pass these inflationary
increases through to its customers.
Impact of Year 2000 Issue
The Year 2000 issue results from date sensitive
computer programs that use only the last two digits to refer
to a year. Such computer programs do not properly recognize
a year that begins with "20" instead of "19". This issue
impacts the Company and virtually every business that relies
on a computer. If not corrected, system failures or
miscalculation could occur causing disruption of the
Company's operations, including, among other things, a
temporary inability to process transactions, manufacture
products or engage in similar normal business activities.
The Company's subsidiaries operate autonomously and are
not dependent on an integrated or centralized corporate-wide
data processing system. As such, project teams have been
formed at each subsidiary to address the respective
subsidiaries' Year 2000 readiness. Information technology
(IT) systems, such as any hardware or software used to
process daily operational data and information, as well as
non-IT systems, such as micro controllers contained in
various manufacturing equipment, are being assessed for Year
2000 compliance.
The Company is addressing the Year 2000 issue in a four
phase process. The first phase is one of awareness and
involves the inventorying of all IT and non-IT systems. The
Company has completed identifying all of its IT and non-IT
systems. The second phase of the Company's process is an
assessment stage, during which the Company determines
whether each of its identified systems are Year 2000
compliant. The Company completed this phase of the process
during the second fiscal quarter. The remediation and
testing phases of the Company's systems are in various
stages of completion. Remediation efforts may include
modifications or replacement of software and certain
hardware so that systems will properly utilize dates beyond
December 31, 1999. Approximately 80% of the Company's IT
systems have been remediated while remediation on its non-IT
systems is approximately 60% complete. The Company
currently anticipates completion of all remediation and
testing of its systems by October 1999.
The Company also faces certain risks to the extent that
its customers or suppliers of products and services do not
become Year 2000 compliant. The Company is evaluating the
status of significant customers and suppliers to determine
the extent to which the Company is vulnerable to
non-compliance by these third parties. Ongoing evaluation
will continue through 1999; however, the Company believes
its broad customer base and availability of alternative
suppliers will mitigate the risks associated with the
readiness of these third parties.
The Company has begun efforts to develop formal
contingency plans in the event it experiences Year 2000
related problems. Back-up measures are being identified as
systems are assessed to determine the most likely
contingency plan for each system requiring remediation. For
example, the contingency plan for many IT systems would be
to revert to a manual record system and, for many non-IT
systems, internal clocks could be reset to an earlier date.
Formal contingency plans will be continually developed, as
required, as remediation and testing procedures are
completed in 1999.
Costs associated with the Company's Year 2000 efforts
were approximately $0.2 million and $0.7 million in the
second quarter and first six months of fiscal 1999 and
estimated costs to complete are $1.8 million. Costs
pertain primarily to system software and hardware
replacements and upgrades for both its IT and non-IT
systems.
Although the Company has not yet completed all the
necessary phases of its Year 2000 program, it believes that
with modifications to existing software and conversions to
new software, the Year 2000 issue will not pose significant
operational problems for its computer systems. However, if
such modifications and conversions are not made or are not
completed in time, or if a material third party fails to
properly remediate its Year 2000 issues, or if the costs are
higher than expected, the Year 2000 issue could have a
material effect on the Company's operations. While the
Company is not currently aware of any significant exposure,
there can be no assurance that the Year 2000 issue will not
have a material impact on the business and operations of the
Company.
Other Matters
See "Note 5: Commitments and Contingencies" to the
Notes to Condensed Consolidated Financial Statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital
Resources."
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
See "Note 5: Commitments and Contingencies -
Environmental Matters" to the Notes to Condensed
Consolidated Financial Statements regarding the NOV's
received by Newport from the Commonwealth of Kentucky in
August 1998, and the NOV received by Koppel from the EPA in
November 1996.
ITEM 4. Submission of Matters to a Vote of Security
Holders
The annual meeting of shareholders was held on February
11, 1999. In connection with the meeting, proxies were
solicited pursuant to the Securities Exchange Act of 1934.
The following are the voting results on proposals considered
and voted upon at the meeting, all of which were described
in the proxy statement.
1. All nominees for director were elected. The vote
was as follows:
For Against
Clifford R. Borland 18,857,640 360,207
Paul C. Borland, Jr. 18,854,540 363,307
Ronald R. Noel 18,856,850 360,997
John B. Lally 18,859,240 358,607
Patrick J. B. Donnelly 18,852,640 365,207
R. Glen Mayfield 18,858,240 359,607
2. The proposal to approve the adoption of an
amendment to the NS Group, Inc. 1995 Stock Option and Stock
Appreciation Rights Plan to increase the number of options
available for issuance under such plan from 750,000 to
1,750,000 was approved (For, 17,881,148; Against, 1,286,064;
Abstain, 50,635).
3. The proposal to ratify the Board of Directors'
appointment of Arthur Andersen LLP as the Company's
independent public accountants for its fiscal year ending
September 25, 1999 was approved (For, 19,121,573; Against,
70,404; Abstain, 25,870).
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits - Reference is made to the
Index to Exhibits, which is incorporated herein by
reference.
b) Reports on Form 8-K - None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
NS GROUP, INC.
Date: May 4, 1999 By: /s/Clifford R. Borland
Clifford R. Borland
President and Chief
Executive Officer
Date: May 4, 1999 By: /s/John R. Parker
John R. Parker
Vice President, Treasurer
and Chief Financial
Officer
INDEX TO EXHIBITS
Number Description
3.1 Amended and Restated Articles of Incorporation of
Registrant, filed as Exhibit 3.1 to Amendment No. 1 to
Registrant's Form S-1 dated January 17, 1995, File No.
33-56637, and incorporated herein by this reference
3.2 Amended and restated By-Laws of Registrant, dated
December 4, 1995, filed as Exhibit 3.2 to Company's Form
10-K for the fiscal year ended September 30, 1995, File No.
1-9838, and incorporated herein by this reference
4.20 Credit Agreement between the Company and Bank of
America National Trust and Savings Association, dated July
31, 1998, filed as Exhibit 4.20 to Company's Form 10-K for
the fiscal year ended September 26, 1998, File No.1-9838,
and incorporated herein by this reference; and Amendment No.
1 dated March 25, 1999 filed herewith
27 Financial Data Schedule
EXHIBIT 4.20
MARCH, 1999 AMENDMENT TO CREDIT AGREEMENT
This March, 1999 Amendment to Credit Agreement (the
"Amendment") is made and entered into as of March 25, 1999,
by and among (i) NS Group, Inc., a Kentucky corporation (the
"Company"), (ii) the several financial institutions from
time to time party to the Credit Agreement (as defined
below) (collectively, the "Banks"), and (iii) Bank of
America National Trust and Savings Association, as agent for
the Banks (the "Agent"). Newport Steel Corporation, a
Kentucky corporation ("Newport"), Koppel Steel Corporation,
a
Pennsylvania corporation ("Koppel"), Erlanger Tubular
Corporation, an Oklahoma corporation ("Erlanger"), and
Imperial Adhesives, Inc., an Ohio corporation ("Imperial")
(Newport, Koppel, Erlanger and Imperial are collectively
referred to herein as the "Guarantor") join in this
Amendment for purposes of Section 10 herein.
RECITALS
A. The Company, the Banks and the Agent entered into
that certain Credit Agreement dated as of July 31, 1998 (the
"Credit Agreement"), pursuant to which, among other things,
the Banks agreed to make available to the Company loans not
to exceed in the aggregate Fifty Million Dollars
($50,000,000).
B. The Company has now requested and the Banks and
the Agent have agreed to certain amendments to the Credit
Agreement, subject to the terms and conditions set forth in
this Amendment.
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements set forth in this
Amendment and for other good and valuable consideration, the
mutuality, receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. Each capitalized term used herein,
unless otherwise expressly defined herein, shall have the
meaning ascribed thereto in the Credit Agreement.
2. Amendments to Credit Agreement
a) Section 7.05 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:
"7.05 Limitations on Indebtedness. The Company shall
not, and shall not suffer or permit any Subsidiary to,
create, incur, assume, suffer to exist, or otherwise become
or remain directly or indirectly liable with respect to, any
Indebtedness, except:
(a) Indebtedness incurred pursuant to this Agreement;
(b) Indebtedness consisting of Contingent Obligations
permitted pursuant to Section 7.08;
(c) Indebtedness existing on the Closing Date and set
forth in Schedule 7.05 and any renewals and refinancings
thereof;
(d) the Senior Indebtedness and any renewals and
refinancings thereof; and
(e) additional Indebtedness, provided that at the time
of incurrence thereof and after giving effect thereto and to
the application of the proceeds thereof, the Company shall
be in compliance with the financial covenant set forth in
Section 7.14 (b)(ii)."
(b) Sections 7.14 through 7.17 of the Credit Agreement are
hereby amended and restated to read in their entirety as
follows:
"7.14 Financial Covenants.
(a) If, as of the last day of any fiscal quarter,
commencing with the fiscal quarter ending June 30, 1999, the
Company's Total Cash Balances equal $50,000,000 or more,
then the Company shall not permit its EBITDA for such fiscal
quarter to be less than ($7,500,000).
(b) If, as of the last day of any fiscal quarter,
commencing with the fiscal quarter ending June 30, 1999, the
Company's Total Cash Balances equal less than $50,000,000,
then the Company shall observe and comply with the following
financial covenants:
(i) The Company shall not, as of the last
day of any fiscal quarter, permit its ratio of (i) Funded
Debt minus Core Cash Balances, to (ii) EBITDA for the four
fiscal quarters ending on such date, to exceed 2.5 to 1.0.
(ii) The Company shall not, as of the last
day of any fiscal quarter, permit its ratio of (i) EBITDA,
to (ii) Consolidated Net Interest Expense, for the four
fiscal quarters ending on such date, to be less than 2.5 to
1.0.
(iii) The Company shall not, as of the last
day of any fiscal quarter, permit its ratio of (i) Total
Cash Balances plus Accounts Receivable, to (ii) the
aggregate outstanding principal balance of Revolving Loans
plus the aggregate amount of Letter of Credit Outstandings,
to be less than 1.25 to 1.0.
(iv) The Company shall not, as of the last
day of any fiscal quarter, permit its Adjusted Net Worth to
be less than the sum of (i) $200 million, plus (ii) an
amount equal to 50% of the net income of the Company and its
Subsidiaries as determined on a consolidated basis in
accordance with GAAP for the four fiscal quarters ending on
such date.
7.15 (RESERVED)
7.16 (RESERVED)
7.17 (RESERVED)
3. Conditions Precedent. The Banks' obligations
under this Amendment shall be subject to the satisfaction of
the following conditions precedent:
(a) The Company and the Guarantor shall have duly
executed and delivered to the Bank this Amendment and such
other certificates, authorizations, consents, documents,
instruments and/or agreements as the Banks and the Agent, in
their sole discretion, may require.
(b) All proceedings taken in connection with the
transactions contemplated by this Amendment shall be
satisfactory to the Banks, the Agent and their counsel.
4. Representations and Warranties. To induce the
Banks and the Agent to enter into this Amendment, the
Company represents, warrants and acknowledges the following:
(a) Each of the representations and warranties
given by the Company in the Credit Agreement and Loan
Documents are true and correct in all material respects on
the date hereof, with the same force and effect as though
made on and as of the date hereof.
(b) No material adverse change has occurred in
the condition of the Company or the Guarantor, financial or
otherwise, or their respective earnings, affairs or business
prospects, since the date of the most recent financial
statements delivered to the Banks.
(c) No Default or Event of Default exists under
the Credit Agreement of any of the Loan Documents.
(d) The Company has the power to enter into and
perform this Amendment. The making and performance of this
Amendment by the Company has been duly authorized by all
necessary corporate action and will not violate any
provision of law or the Company's articles of incorporation
or
bylaws, or result in the breach of, or constitute a default
under, any agreement or instrument to which the Company is a
party or by which it or its properties may be bound or
affected, or result in the creation of any lien, charge or
encumbrance, approval, authorization, declaration, exemption
or other action by, or require notice to any Governmental
Authority or any other person or entity in connection with
the execution, delivery, performance, validity or
enforcement
of this Amendment or any other agreement, instrument or
document to be executed and delivered pursuant hereto.
5. Costs and Expenses. The Company shall pay on
demand
all of the out-of-pocket costs and expenses of the Banks and
the Agent in connection with the preparation, execution,
delivery, administration, enforcement or protection of the
rights of the Banks and the Agent under this Amendment and
the other Loan Documents.
6. No Change Not Explicitly Made. Except as
expressly amended by this Amendment, the Credit Agreement is
and shall be unchanged, and all of the terms provisions,
covenants, agreements, conditions, schedules and exhibits
thereof or thereto shall remain and continue in full force
and effect and are hereby incorporated by reference, and
hereby ratified reaffirmed and confirmed by the Company, the
Banks and the Agent in all respects on and as of the date of
this Amendment. The Company acknowledges and agrees that
the Loan Documents and all liens, security interest and
pledges granted to the Banks and the Agent prior to the date
hereof, including without limitation, all liens, security
interests and pledges granted to the Agent pursuant to the
Security Agreement, shall remain in full force and effect,
are first priority liens, security interests and pledges,
shall not be diminished, impaired or released as a result
hereof, and shall secure all obligations arising under the
Credit Agreement, this Amendment and the other Loan
Documents and all instruments and agreements executed in
connection herewith.
7. Binding Effect. This Amendment shall be binding
on the successors and assigns of the respective parties.
8. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one
and the same instrument.
9. Governing Law. This Amendment shall be governed
by the laws of the State of Illinois.
10. Consent and Reaffirmation of Guarantor.
(a) The Guarantor hereby acknowledges that it has
reviewed and understands the terms and provisions of this
Amendment, consents to this Amendment and ratifies,
reaffirms, confirms and restates its obligations under the
Guaranty.
(b) To induce the Banks and the Agent to enter
into this Amendment, the Guarantor represents and warrants
that (i) it has the power to enter into and perform this
Amendment; (ii) the making and performance of this Amendment
by the Guarantor has been duly authorized by all necessary
corporate action and will not violate any provision of law
or the Guarantor's articles or certificate of incorporation
or bylaws, or result in the breach of, or constitute a
default under, any agreement or instrument to which the
Guarantor is party or by which it or its properties may be
bound or affected, or result in the creation of any lien,
charge or encumbrance, approval, authorization, declaration,
exemption or other action by, or require notice to any
Governmental Authority or any other person or entity in
connection with the execution, delivery, performance,
validity or enforcement of this Amendment or any other
agreement, instrument or document to be executed and
delivered pursuant hereto.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the day and year
first above written.
NS GROUP, INC.
By: /s/John R. Parker
Title: Vice President and Treasurer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By: /s/Kristine D. Hyde
Title: Agency Officer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Bank
By: /s/Steven Kessler
Title: Senior Vice President
NEWPORT STEEL CORPORATION
By: /s/John R. Parker
Title: Treasurer
KOPPEL STEEL CORPORATION
By: /s/John R. Parker
Title: Treasurer
ERLANGER TUBULAR CORPORATION
By: /s/John R. Parker
Title: Treasurer
IMPERIAL ADHESIVES, INC.
By: /s/ John R. Parker
Title: Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from NS Group, Inc.'s condensed consolidated financial statements
as of and for the six month period ended March 27,1999, included
in the Company's Quarterly Report on Form 10-Q and is qualified
in its entirety by reference to such condensed consolidated
financial statements.
</LEGEND>
<CIK> 0000745026
<NAME> NS GROUP, INC.
<MULTIPLIER> 1
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-25-1999
<PERIOD-START> SEP-27-1998
<PERIOD-END> MAR-27-1999
<EXCHANGE-RATE> 1
<CASH> 2,318
<SECURITIES> 19,340
<RECEIVABLES> 31,706
<ALLOWANCES> 828
<INVENTORY> 61,341
<CURRENT-ASSETS> 141,559
<PP&E> 328,190
<DEPRECIATION> 181,142
<TOTAL-ASSETS> 372,849
<CURRENT-LIABILITIES> 49,062
<BONDS> 72,674
0
0
<COMMON> 257,139
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<TOTAL-LIABILITY-AND-EQUITY> 372,849
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<INTEREST-EXPENSE> 5,807
<INCOME-PRETAX> (27,802)
<INCOME-TAX> (2,726)
<INCOME-CONTINUING> (25,076)
<DISCONTINUED> 0
<EXTRAORDINARY> (3,837)
<CHANGES> 0
<NET-INCOME> (28,913)
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